FG Imperii Acquisition Corp. filed a Form 8-K on November 2, 2026, reporting that it entered into an Agreement and Plan of Merger with tZERO Group, Inc. on October 31, 2026, under which FG Imperii would acquire tZERO in a transaction valued at $325,000,000 in stock consideration.

Key Highlights

  • Merger agreement signed: FG Imperii Acquisition Corp. and tZERO Group, Inc. entered into an Agreement and Plan of Merger on October 31, 2026.
  • Merger consideration: The aggregate consideration is shares of Purchaser Class A Common Stock with a total value of $325,000,000, with each share valued at $10.00 per the filing.
  • Earn-out shares: An aggregate of 2,500,000 shares of Purchaser Class A Common Stock will be placed in escrow, split into two tranches of 1,250,000 shares each, tied to separate milestones.
  • CFTC milestone: One tranche of 1,250,000 earn-out shares is linked to CFTC approval of tZERO's applications or qualifying commercial events within four years of closing.
  • EBITDA milestone: The second tranche of 1,250,000 earn-out shares requires tZERO to achieve positive aggregate Adjusted EBITDA for two separate three-consecutive-month periods within twelve months of closing.
  • Corporate continuation: FG Imperii intends to de-register from the Cayman Islands and domesticate as a Texas corporation prior to the closing of the transaction.
  • Listing condition: Closing requires approval of Purchaser Class A Common Stock and Domesticated Purchaser Public Warrants for listing on Nasdaq, the NYSE, or NYSE American, subject to official notice of issuance.

FG Imperii and tZERO Outline Two-Step Merger Structure and Earn-Out Terms

According to the filing, FG Imperii Acquisition Corp. (NASDAQ:FGII), a Cayman Islands exempted company, entered into an Agreement and Plan of Merger with tZERO Group, Inc., a Delaware corporation, on October 31, 2026. The transaction also involves two wholly-owned subsidiaries of FG Imperii: FGII Merger Sub I Inc., a Delaware corporation, and FGII Merger Sub II LLC, a Texas limited liability company. The filing describes the transaction as a "Business Combination" structured as a two-step merger, preceded by FG Imperii's continuation out of the Cayman Islands and domestication as a Texas corporation.

Under the terms disclosed, the aggregate merger consideration is $325,000,000, payable in shares of Purchaser Class A Common Stock valued at $10.00 per share. Each share of Company Common Stock outstanding at the First Effective Time, including shares issued upon conversion of Company Preferred Stock, settlement of Company RSUs, and conversion of certain Company Convertible Notes (but excluding Dissenting Shares), will be cancelled and converted into the right to receive Purchaser Class A Common Stock based on the Exchange Ratio, as allocated in the Closing Consideration Spreadsheet to be delivered by tZERO prior to closing.

The filing states that closing is subject to several conditions, including approval by stockholders of both companies, effectiveness of a registration statement on Form S-4 to be filed by FG Imperii with the SEC, expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, and absence of any law or order prohibiting the transaction. The representations and warranties in the Merger Agreement, according to the filing, "will not survive the closing of the transaction." The filing was made as a written communication pursuant to Rule 425 under the Securities Act.

What Was Disclosed

FG Imperii Acquisition Corp. disclosed, via an October 31, 2026, event reported in a Form 8-K, the signing of a merger agreement with tZERO Group, Inc. covering a $325,000,000 stock consideration deal, a two-step merger structure, earn-out provisions, and customary closing conditions.